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Mattamy Group Corporation Announces Results of Cash Tender Offers For Any and All of its Outstanding 6.500% Senior Notes due 2020 and 6.875% Senior Notes due 2020 and Issuance of Notices of Redemption

TORONTO, Sept. 26, 2017 /PRNewswire/ - Mattamy Group Corporation (the "Company") today announced the results of its cash tender offer (the "Tender Offer") to purchase any and all of the outstanding senior notes listed below (collectively, the "Notes"). The Tender Offer expired at 5:00 p.m. Eastern Time on September 25, 2017 (the "Expiration Time"). The Tender Offer was made pursuant to an Offer to Purchase dated September 19, 2017 (the "Offer to Purchase"), and a related Letter of Transmittal and Notice of Guaranteed Delivery, which set forth the terms and conditions of the Tender Offer.

Title of
Security


CUSIP /
ISIN Nos.


Original
Outstanding
Principal Amount


Principal Amount
Tendered


Percentage of
Original Amount
Tendered










6.500% Senior
Notes due 2020
(the "6.500%
Notes")


57701R AA0
C5400R AA0

US57701RAA05
USC5400RAA08


US$450,000,000


US$383,590,000


85.24%











6.875% Senior
Notes due 2020
(the "6.875%
Notes")


57701RAC6
57701RAB8

CA57701RAC66
CA57701RAB83


C$200,000,000


C$150,098,000


75.05%

As of the Expiration Time, US$383,590,000 aggregate principal amount of outstanding 6.500% Notes had been validly tendered and C$150,098,000 aggregate principal amount of outstanding 6.875% Notes had been validly tendered. Today the Company accepted for purchase all such tendered Notes and paid to the holders thereof for each * US$1,000 principal amount of the 6.500% Notes that were validly tendered and not validly withdrawn on or prior to the Expiration Time, US$1,022.96, and (y) C$1,000 principal amount of the 6.875% Notes that were validly tendered and not validly withdrawn on or prior to the Expiration Time, C$1,024.43, plus, in each case, accrued and unpaid interest on the 6.500% Notes or the 6.875% Notes from the applicable last interest payment date up to, but not including, September 26, 2017.

The amounts tendered described above excludes US$885,000 aggregate principal amount of outstanding 6.500% Notes tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase, which, subject to the respective holders' performance of the delivery requirements under such procedures, the Company expects to accept for purchase and pay to the holders thereof on September 28, 2017 the consideration for the 6.500$ Notes described above plus accrued and unpaid interest on the 6.500% Notes from the applicable last interest payment date up to, but not including, September 26, 2017.

The Company also announced today the issuance of notices to redeem the Notes that were not purchased in the Tender Offer on November 15, 2017 at the then-applicable redemption price of 101.625% and 101.719%, for the 6.500% Notes and 6.875% Notes, respectively. This press release is not a notice of redemption.

Credit Suisse Securities (USA) LLC, Credit Suisse Securities (Canada), Inc., RBC Capital Markets, LLC, RBC Dominion Securities Inc., BMO Capital Markets Corp. and BMO Nesbitt Burns Inc. served as the Dealer Managers for the Tender Offer. Questions and requests for assistance regarding the tender offers from US holders should be directed to Credit Suisse Securities (USA) LLC at 1 (212) 325-2476 (collect), RBC Capital Markets, LLC at 1 (212) 618-7822 (collect) or BMO Capital Markets Corp. at 1 (212) 702-1882 (collect). Questions and requests for assistance regarding the tender offers from Canadian holders should be directed to Credit Suisse Securities (Canada), Inc. at 1 (416) 352-4500 (in Toronto) or 1 (800) 820-1653 (toll free), RBC Dominion Securities Inc. at 1 (416) 842-6311 (in Toronto) or 1 (877) 381-2099 (toll free) or BMO Nesbitt Burns Inc. at 1 (416) 359-6528 (in Toronto).

The Company also retained D.F. King & Co., Inc. to serve as the Information Agent and Tender Agent for 6.500% Notes and TSX Trust Company as Tender Agent for the 6.875% Notes in the Tender Offer.

The Tender Offer was made pursuant to the terms and conditions contained in the Offer to Purchase, Letter of Transmittal and Notice of Guaranteed Delivery, copies of which may be obtained from D.F. King & Co., Inc. New York: (212) 269 5550 (Banks and Brokers) or (800) 370 1749 (toll free), or via mattamy@dfking.com.

Copies of the Offer to Purchase, Letter of Transmittal and Notice of Guaranteed Delivery are also available at the following web address: http://www.dfking.com/mattamy

This announcement is for informational purposes only and is not an offer to purchase or sell or a solicitation of an offer to purchase or sell, with respect to any securities. The solicitation of offers to buy the Notes were only made pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal and Notice of Guaranteed Delivery. The Tender Offer was not made in any state or jurisdiction in which such offer would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. None of the Company, the Dealer Managers or the Information and Tender Agents made any recommendation as to whether or not holders should tender their Notes in connection with the Tender Offer.

About Mattamy Group Corporation

Mattamy Group Corporation is the largest privately owned homebuilder in North America, with operations across the United States and Canada. The Company has sold 90,000 homes in hundreds of communities. In the United States, the Company is represented in Minneapolis, Charlotte, Phoenix, Tucson, Jacksonville, Orlando, Tampa-Sarasota-Naples and Southeast Florida, and in Canada in communities that stretch across the Greater Toronto Area, as well as Ottawa, Calgary and Edmonton.

Caution Concerning Forward-Looking Statements

This communication includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include statements regarding expectations as to the redemption of the Notes. The forward-looking statements contained herein involve risks and uncertainties that could cause actual results to differ materially from those referred to in the forward-looking statements. The Company does not undertake an obligation to update forward-looking statements.

SOURCE Mattamy Homes Limited